Additional Proxy Soliciting Materials (definitive) (defa14a)
April 02 2018 - 4:06PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE
14A
PROXY
STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
__________________
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check
the appropriate box:
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Preliminary
Proxy Statement
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Definitive
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive
Additional Materials
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Soliciting
Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
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ATOSSA
GENETICS INC.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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Fee
not required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies.
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Aggregate
number of securities to which transaction applies.
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction.
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(5)
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Total
fee paid.
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount
Previously Paid.
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(2)
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Form,
Schedule or Registration State No.:
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Filing
Party:
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Date
Filed:
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Explanatory
Note
. Atossa Genetics Inc. is supplementing certain tax disclosures contained in Proposal No. 3 in its proxy statement related
to its April 12, 2018 annual stockholder meeting. The following replaces and supersedes the disclosure under the heading “Limitation
on Deduction of Certain Compensation” contained in Proposal No. 3.
Limitation
on Deduction of Certain Compensation
. Historically, Section 162(m) of the Internal Revenue Code, as amended, has generally
disallowed a tax deduction for annual compensation in excess of $1 million paid to named executive officers. Certain compensation
that qualifies under applicable tax regulations as "performance-based" compensation has been exempted from this deduction
rule. However, the December 2017 federal tax reform legislation removed the "performance-based compensation" exception
from Section 162(m). Accordingly, compensation awards made after November 2, 2017, generally are not eligible for the
"performance-based compensation" exception and will not be deductible to the extent that they cause the compensation
of the affected executive officer to exceed $1 million in any year. Awards that were made and subject to binding written contracts
in effect on November 2, 2017, are "grandfathered" under prior law and can still qualify as deductible "performance-based
compensation," even if paid in future years.
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